Extract to table

This estimate is subject to a customary post-closing true-up, pursuant to which the Buyer is required to deliver a proposed final closing statement within 90 calendar days after the Closing Date

The determination of the neutral accountant shall be final and binding on the parties, absent manifest error

The fees and expenses of the neutral accountant shall be allocated between the parties based on the relative proximity of each party's position to the neutral accountant's final determination

De Minimis Threshold: Individual claims for indemnifiable losses of less than $250,000 per claim shall not count toward the basket and shall not be indemnifiable

Buyer has agreed that, subject to the fraud, willful misconduct, and Fundamental Representations carve-outs, it will look solely to the escrow funds for satisfaction of any indemnification claims, and Seller shall have no obligation to fund any indemnification payments from sources other than the escrow

If any indemnification claims are pending as of such date, the Escrow Agent shall retain in escrow an amount equal to the aggregate claimed amounts of all such pending claims, and the remainder shall be released to Seller